BETA

29 Amendments of Sylvie GOULARD related to 2009/0064(COD)

Amendment 546 #
Proposal for a directive
Article 5 – paragraph 1 - introductory part
AMember States shall require that an AIFM applying for an authorisation shall provide the following to the competent authorities of the home Member State where it has its registered office:
2010/02/15
Committee: ECON
Amendment 549 #
Proposal for a directive
Article 5 – paragraph 1 – point a
(a) information on the persons who effectively conduct the business of the AIFM and the identities of the AIFM shareholders or members of the AIFM, whether direct or indirect, natural or legal persons, that have qualifying holdings and of the amounts of those holdings;
2010/02/15
Committee: ECON
Amendment 552 #
Proposal for a directive
Article 5 – paragraph 1 – point b
(b) a programme of activity setting out the organisational structure of the AIFM, including information on how the AIFM intends to comply with its obligations under cChapters II, III, IV, and where applicable, V, VI and VII;
2010/02/15
Committee: ECON
Amendment 554 #
Proposal for a directive
Article 5 – paragraph 1 – point c
(c) detailed information about the investment strategies including the AIFM’s policy as regards the use of leverage, and the risk profiles and other characteristics of the AIF it manages or intends to manage, including the identificinformation ofabout the Member States or third countries oin whose territory they are domicileich they are established or are expected to be established; (ca) information about the domicile of underlying funds, if such AIF is a fund of funds; (cb) information about the domicile of the master fund;
2010/02/15
Committee: ECON
Amendment 557 #
Proposal for a directive
Article 5 – paragraph 1 – point d
(d) the fund rules or instruments of incorporation of each AIF the AIFM intends to manages;
2010/02/15
Committee: ECON
Amendment 558 #
Proposal for a directive
Article 5 – paragraph 1 – point d a (new)
(da) where already available, the fund rules or instruments of incorporation of each AIF the AIFM intends to manage;
2010/02/15
Committee: ECON
Amendment 559 #
Proposal for a directive
Article 5 – paragraph 1 – point e
(e) where already available, information on arrangements made for the delegation to third parties of management services functions as referred to in Article 18 and where applicable Article 35;
2010/02/15
Committee: ECON
Amendment 562 #
Proposal for a directive
Article 5 – paragraph 1 – point f
(f) where already available, information on the arrangements made for the safe- keeping of the assets of AIF including, where applicable, arrangements made under Article 38;
2010/02/15
Committee: ECON
Amendment 563 #
Proposal for a directive
Article 5 – paragraph 1 – point g
(g) where already available, any additional information referred to in Article 20(1) for each AIF the AIFM manages or intends to manage.
2010/02/15
Committee: ECON
Amendment 1227 #
Proposal for a directive
Article 24 – paragraph 2 - subparagraph 1
2. The Commission shall adopt implementing measuresAfter having heard the ESRB and the ESMA, the Commission shall adopt delegated acts in accordance with Articles 49a, 49b and 49c further specifying the disclosure requirements with regard to leverage and the frequency of reporting to competent authorities and of disclosure to investors.
2010/03/08
Committee: ECON
Amendment 1232 #
Proposal for a directive
Article 25 – paragraph -1 (new)
-1. Member States shall ensure that credit institutions approved under Directive 2006/48/EC and investment firms approved under Directive 2004/39/EC, which have AIF as counterparties, establish and maintain mechanisms to monitor the leverage associated with those AIF both on a case-by-case and on a global basis, and contractually set limits on the counterparty risk associated with each AIF and the AIF using the same investment strategy.
2010/03/08
Committee: ECON
Amendment 1233 #
Proposal for a directive
Article 25 – paragraph 1
1. Member States shall ensure that the competent authorities of the home Member State of the AIFM use the information to be reportgathered under Article 241 appropriately for the purposes of identifying the extent to which the use of leverageAIFM’s activities contributes to the build-up of systemic risk in the financial system or risks of disorderly markets.
2010/03/08
Committee: ECON
Amendment 1237 #
Proposal for a directive
Article 25 – paragraph 2
2. HThe competent authorities of the home Member States of the AIFM shall ensure that all information receivgathered under Article 24, aggregated1 in respect of all AIFM that ithey supervises, are is promptly conveyed to the ESMA and is made available to other competent authorities of the other Member States and to the ESRB through the procedures set out in Article 46 on supervisory co-operation. ItThey shall, without delay, also provide information through this mechanism, and bilaterally to to the ESMA and the ESRB, and bilaterally to the competent authorities of other Member States directly concerned, if the activities of an AIFM under itstheir responsibility could potentially constitute an important source of counterparty risk to a credit institution or other systemically relevant institution in those other Member States, or could affect the sound functioning of financial markets.
2010/03/08
Committee: ECON
Amendment 1246 #
Proposal for a directive
Article 25 – paragraph 2 a (new)
2a. In addition to their reporting obligations to the ESMA under paragraph 2, the competent authorities of the AIFM home Member State shall: (a) respond promptly to any request on the part of the ESMA, whether such request relates to the AIFM they supervise, the AIFs managed by those AIFMs, or is of a general nature; (b) provide the ESMA promptly with the conclusions of their assessments of the risks that the activities of an AIFM with regard to the AIF that it manages could entail, including the measures that the competent authorities of the AIFM home Member State propose to take in that respect; and (c) provide the ESMA with any information produced by them or in their possession, which they consider to be relevant for the purpose of the ESMA’s purpose.
2010/03/08
Committee: ECON
Amendment 1252 #
Proposal for a directive
Article 25 – paragraph 3
3. In order to ensureFor the purpose of the stability and integrity of the financial system, the Commission shall adopt implementing measures setting limits to the level of leverage AIFM can employ. These limits should take into account, inter alia, the type of AIF, their strategy and the sourcesmarkets, the ESMA may, in consideration of the assessments and analyses undertaken in the course of its supervision, develop and adopt technical standards which are legally binding. Such technical standards may, in particular, relate to the level or nature of their leverage. Those measures designed to amend non- essential elements of this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 49(3) used for a given investment strategy in specific circumstances, or the weight, concentration or correlation of investments by AIF on a given market.
2010/03/08
Committee: ECON
Amendment 1275 #
Proposal for a directive
Article 25 – paragraph 4
4. IOn exceptional circumstances and when this is required in order to ensure the stability and integrity of the financial system,the basis of the information provided to it under this Directive, whether on a regular or ad hoc basis or on request or by any other means, and for the purposes of the stability and integrity of the financial markets, the ESMA: (a) shall supervise and assess the risks associated with the activities of any AIFM with regard to the AIF it manages. For the purpose of its assessment, the ESMA shall liaise with the ESRB and the competent authorities of the AIFM home Member State; (b) may, where it deems it to be necessary, request complementary information that it considers relevant from the AIFM concerned either directly or through the competent authorities of the AIFM home Member State; (c) may, on its own initiative and/or in the absence of appropriate action on the part of the competent authorities of the AIFM home Member State, adopt individual decisions requiring the competent authorities of the AIFM home Member State may impose additional limits to the level of leverageto take the necessary action to address any risks that may jeopardise the integrity of financial markets or the stability of the whole or part of the financial system by ensuring that appropriate requests be made or restrictions imposed in relation to the activities of one or several AIFM with regard to the AIF it or they manage; such requests or restrictions include limits on the leverage, in particular regarding its level or nature, that an AIFM can employ. Measures taken bymay employ, taking into account, inter alia, the type of AIF, their strategy, the sources of their leverage and the concentration of their investments, the market conditions in which the AIF operate and the possible pro-cyclical effects following the implementation of such limits; such requests or restrictions also include amendments to the AIF investment policy, in relation to which the ESMA shall inform the ESRB of the individual decisions it has made; where the competent authorities of the AIFM home Member States shall have a temporary nature and should comply with the provisions adopted by do not comply with such an individual decision of the ESMA within the period laid down therein, the ESMA may adopt an individual decision addressed to one or several AIFM concerned requiring the latter to take the necessary action (including the cessation of any practice) to comply with the individual decision of the ESMA; the ESMA’s individual decisions which are directly addressed to the AIFM shall prevail over any previous decisions of the Ccommission pursuant to paragraph 3. petent authorities of the AIFM home Member State on the same matter; in any event, any action taken by the competent authorities of the AIFM home Member State in relation to facts which are subject to an ESMA’s individual decision either addressed to the competent authorities of the AIFM home Member State or to the AIFM, shall be compatible with such individual decision.
2010/03/08
Committee: ECON
Amendment 1288 #
Proposal for a directive
Article 26 – title and paragraph 1
Scope 1. This section shall apply to the following: (a)Prudential supervision over leverage buy- out operations regarding non-listed companies 1. Member States shall ensure that AIFM managing one orf more AIF which, either individually or in aggregation, acquires 30 % or more of the voting rights of an issuer o the control over of a non- listed company domiciled in the Community, as appropriate; (b) AIFM having concluded an agreement with one or more other AIFM which would allow the AIF managed by these AIFM to acquire 30 % or more of the voting rights of the issuer or the non- listed company, as appropriateprovide information on the level of debt that is borne, either directly or indirectly, by the targeted company before and after its acquisition.
2010/03/08
Committee: ECON
Amendment 1304 #
Proposal for a directive
Article 26 – paragraph 2
2. This section shall not apply where the issuer or theFor the purpose of paragraph 1, AIFM shall, prior to the acquisition of a non- listed company concerned are small and medium enterprises that employ fewer than 250 persons, have an annual turnover not exceeding 50 million euro and/or an annual balance sheet not exceeding 43 million euro. , inform the competent authorities of their Member State where the contemplated acquisition may entail, either directly or indirectly, the targeted company’s debts are higher than a multiple of the company’s valuation. In such a case, the competent prudential authorities shall perform prudential controls on the potential consequences of the acquisition in particular having regard to the related systemic risks.
2010/03/08
Committee: ECON
Amendment 1308 #
Proposal for a directive
Article 26 – paragraph 2 a (new)
2a. The Commission shall adopt delegated acts in accordance with Articles 49a, 49b and 49c specifying the notions of non- listed companies, acquisition of control, multiple (including the determination of its basis), and valuation, and determining the prudential rules that are applicable in this respect.
2010/03/08
Committee: ECON
Amendment 1313 #
Proposal for a directive
Article 27
Article 27 Notification of the acquisition of controlling influence in non-listed companies 1. Member States shall ensure that when an AIFM is in a position to exercise 30 % or more of the voting rights of a non- listed company, such AIFM notifies the non-listed company and all other share- holders the information provided in paragraph 2. This notification shall be made, as soon as possible, but not later than four trading days the first of which being the day on which the AIFM has reached the position of being able to exercise 30% of the voting rights. 2. The notification required under paragraph 1 shall contain the following information: (a) the resulting situation in terms of voting rights; (b) the conditions under which the 30% threshold has been reached, including information about the identity of the different shareholders involved; (c) the date on which the threshold was reached or exceeded.deleted
2010/03/08
Committee: ECON
Amendment 1336 #
Proposal for a directive
Article 28
Article 28 Disclosure in case of acquisition of controlling influence in issuers or non- listed companies 1. States shall ensudeleted In addition to Article 27, Member the information referred that where an AIFM acquires 30 % or more of the voting rights of an issuer or a non-listed company, that AIFM makes the information set out in the second and third subparagraphs available to the issuer, the non-listed company, their respective shareholders and representatives of employees or, where there are no such representatives, 1 OJ L 142, 30.4.2004, p.12. to the employees themselves. With regard to issuers, theo in the policy for preventing and the policy for external and internal (d) the identity of the AIFM which either individually or in agreement with other AIFM shall make available the following to the issuer concerned, its shareholders and representatives of employees: (a) Article 6(3) of Directive 2004/25/EC of the European Parliament and of the Council of 21 April 2004 on takeover bids1; (b) managing conflicts of interests, in particular between the AIFM and the issuer; (c) communication of the issuer in particular as regards employees. With regard to non-listed companies, the AIFM shall make available the following to the non-listed company concerned, its shareholders and representatives of employees: 2. implementing measures determining: Those measures, designed to amenve reached the 30 % threshold; (e) the development plan for the non-listed company; (f) the policy for preventing and managing conflicts of interests, in particular between the AIFM and the non-listed company; (g) the policy for external and internal communication of the issuer or non-listed company, in particular as regards employees. The Commission shall adopt (a) the detailed ncon- essential elemtents of this Directive by supplementing it, shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 49(3)e information provided under paragraph 1; (b) the way the information shall be communicated.
2010/03/08
Committee: ECON
Amendment 1392 #
Proposal for a directive
Article 29
Article 29 Specific provisions regarding the annual report of AIF exercising controlling influence in issuers or non-listed companies Member States shall ensure that AIFM include in the annual report provided for in Article 19 for each AIF that they manage, the additional information provided in paragraph 2 of this Article. The AIF annual report shall include the following additional information for each issuer and non listed company in which the AIF has invested: (a) with regard to operational and financial developments, presentation of revenue and earnings by business segment, statement on the progress of company's activities and financial affairs, assessment of expected progress on activities and financial affairs, report on significant events in the financial year; (b) with regard to financial and other risks at least financial risks associated with capital structure; (c )with regard to employee matters, turnover, terminations, recruitment. (d) statement on significant divestment of 1 2 assets. In addition, the AIF annual report shall, for each issuer in which it has acquired a controlling influence, contain the information provided for in point (f) of Article 46a(1) of Fourth Council Directive 78/660/EEC of 25 July 1978 based on Article 54 (3) (g) of the Treaty on the annual accounts of certain types of companies1 and an overview of the capital structure as referred to in points (a) and (d) of Article 10(1) of Directive 2004/25/EC. For each non-listed company in which it has acquired a controlling influence, the AIF report shall provide an overview of management arrangements and the information provided for in points (b), (c) and (e) to (h) of Article 3 of Second Council Directive 77/91/EEC of 13 December 1976 on coordination of safeguards which, for the protection of the interests of members and others, are required by Member States of companies within the meaning of the second paragraph of Article 58 of the Treaty, in respect of the formation of public limited liability companies and the maintenance and alteration of their capital, with a view to making such safeguards equivalent2. 3.The AIFM shall, for each AIF it manages and for which it is subject to this section, provide the information referred to in paragraph 2 above to all representatives of employees of the company concerned referred to in paragraph 1 of Article 26 within the period referred to in Article 19 (1) 4. implementing measures specifying the detailed content of the information to be provided under paragraphs 1 and 2. Those measures, designed to amend non- essential elements of this Directive by supplementing it,deleted OJ L 222, 14.8.1978, p. 11. OJ L 26, 31.1.1977, p. 1. The Commission shall be adopted in accordance with the regulatory procedure with scrutiny referred to in Article 49(3).
2010/03/08
Committee: ECON
Amendment 1431 #
Proposal for a directive
Article 30
Article 30 Specific provisions regarding companies whose shares are no longer admitted to trading on a regulated market Where, following an acquisition of 30 % or more of the voting rights of an issuer, the shares of that issuer are no longer admitted to trading on a regulated market, it shall nevertheless continue to comply with its obligations under Directive 2004/109/EC for two years from the date of withdrawal from the regulated market.deleted
2010/03/08
Committee: ECON
Amendment 1613 #
Proposal for a directive
Article 46 – paragraph 1
1. The competent authorities responsible for the authorisation and supervision of AIFM under this Directive shall communicate information to the competent authorities of other Member States where this is relevant for monitoring and responding to the potential implications of the activities of individual AIFM or AIFM collectively for the stability of systemically relevant financial institutions and the orderly functioning of markets on which AIFM are active. The Ccommittee of European Securities Regulators (CESR) established by Commission Decision 2009/77/EC of 23 January 20091 shall also be informed and shall forward this information topetent authorities responsible for the authorisation and supervision of AIFM under this Directive shall also ensure to efficiently inform the ESMA in particular by: - complying with their reporting obligations to the ESMA under this Directive, in particular those under Article 25; - promptly responding to any request on the part of the ESMA, whether such request relates to AIFM that they supervise or AIF managed by those AIFM, or is of a general nature; - promptly providing the ESMA with the conclusions of their assessments of the risks that the activities of an AIFM with regard to the AIF it manages could entail, including the measures that the competent authorities of the AIFM home Member State propose to take in this OJL 25, 29.01.2009, p. 18-22 respect; and - providing the ESMA with any information produced by them or that is in their possession, that they deem relevant for the purpose of the ESMA’s mission. The ESMA shall forward to the competent authorities of the other Member States the information provided by the competent authorities of the AIFM home Member State that is relevant for the purpose of the supervision of the competent authorities of the other Member States. 1
2010/02/18
Committee: ECON
Amendment 1616 #
Proposal for a directive
Article 46 – paragraph 2
2. ASubject to the conditions laid down in Article 15 of Regulation (EU) No ... [on Community macro-prudential oversight of the financial system and establishing a European Systemic Risk Board] aggregated information relating to the activities of AIFM under itstheir responsibility shall be communicated on a quarterly basis by the competent authorityies of the AIFM to the Economic and Financial Committee established by Article 114(2) of the EC Treatyhome Member State to the ESRB.
2010/02/18
Committee: ECON
Amendment 1619 #
Proposal for a directive
Article 46 – paragraph 3
3. The Commission shall adopt implementing measures specifying the modalities, content and frequency of the information to be exchanged pursuant to paragraphs 1 and 2.
2010/02/18
Committee: ECON
Amendment 1621 #
Proposal for a directive
Article 47 – paragraph 1
1. The competent authorities of one Member State may request the co- operation of the competent authorities of another Member State in a supervisory activity or for an on-the-spot verification or in an investigation on the territory of the latter within the framework of their powers pursuant to this Directive, promptly informing the ESMA thereof. Where athe competent authorityies receives a request with respect to an on-the-spot verification or an investigation, ithey shall perform one of the following: (a) carry out the verification or investigation itselfthemselves; (b) allow the requesting authority to carry out the verification or investigation; (c) allow auditors or experts to carry out the verification or investigation. When carrying out the verification or investigation referred to in this paragraph, the competent authorities shall take into account any comments provided by the ESMA in this regard.
2010/02/18
Committee: ECON
Amendment 1622 #
Proposal for a directive
Article 47 – paragraph 3 a (new)
3a. The competent authorities of a Member State shall promptly inform the ESMA of situations where a request: (a) to carry out an investigation or on-the- spot verification under paragraph 1 has been rejected or has not been acted on within a reasonable time; or (b) for authorisation for its officials to accompany those of the competent authorities of the other Member State has been rejected or has not been acted upon within a reasonable time.
2010/02/18
Committee: ECON
Amendment 1623 #
Proposal for a directive
Article 47 – paragraph 4 – subparagraph 1
4. The Commission shall adopt implementing measure, in accordance with Articles 49a, 49b and 49c, adopt delegated acts concerning procedures for on-the-spot verifications and investigations and the modalities of information of the ESMA under this article.
2010/02/18
Committee: ECON